Doctor Whooves Episode 17: Angie the Great
by The 1597 Faceless Writer
Summary: The Equestrian and changeling armies have suffered greatly from the battle. Esmeralda is ready to end the war once and for all and sets her sights on the last safe haven in Equestria: Canterlot. As Donna ventures into the Changeling Castle to find Esmeralda's greatest weakness; the Doctor, Twilight, and Angie take charge and Angie goes beyond what she ever expected of herself.
1. Prologue: Reunion

Author's Note: I now present the 17th episode in the tale of Doctor Whooves! Enjoy!

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Doctor Whooves: Episode 17

Angie the Great

Prologue: Reunion

_**Royal Hospital, Canterlot, Equestria, Gaia, Summer, 56 C.E.**_

The Doctor trudged his way through the countless aisles of the hospital ward. Princess Celestia had been taken away to a private healing chamber as soon as she and the Doctor had arrived in Canterlot. Now the Doctor was alone once again, searching for any sign of a lavender unicorn. There must have been hundreds of ponies in that one ward. The Doctor figured that it would be a miracle in itself if he were even able to catch a glimpse of Twilight in the crowd. As the Doctor walked, he thought of Derpy and Donna and of their current condition. Where were they? Were they okay? Were they even still alive? What if Esmeralda or her soldiers had taken care of them? The Doctor shook the ghastly possibilities out of his head. He didn't want to think like that. They _had_ to be alive. He was _sure_ that they were alive. But, still, the Doctor couldn't help but feel uneasy. The battle had caused a great deal of damage for both sides of the conflict. The Doctor found his legs growing tired so he found a cushion towards the side of the ward to rest upon.

It felt nice to finally sit down after so long. The Doctor let out a relaxed sigh before leaning back against the wall and closing his eyes. Most of the pain from his injuries had faded away by this point. He shook his head as he thought about the current situation. Everything had gone to hell in such a quick amount of time that it wasn't even funny: the Equestrian camp was destroyed, Twilight had just barely managed to make it out alive, Celestia was incredibly injured from her encounter with Esmeralda, Angie was nowhere to be found, and Derpy and Donna were God knows where.

"It can never be easy, can it?" the Doctor asked himself before letting out another sigh. Suddenly, the Doctor heard a cough from nearby that sounded awfully familiar. He opened his eyes and looked to his left. A makeshift bed was situated a few feet from one of the windows. An orange mare with a blonde mane was curled over on the bed, fast asleep. Lying on the bed also was a lavender unicorn. A smile appeared on the Doctor's face as he approached the bed. This had to be her. It just _had_ to be!

The unicorn let out another groan as the Doctor approached her. He looked down at her and asked, "Twilight? Twilight Sparkle?" The mare turned around to look up at him. The Doctor's smile widened as he found the tired, but happy, face of Twilight Sparkle looking up at him.

"Doctor!" she exclaimed weakly. The Doctor knelt down and gave the unicorn a warm hug. Angie, who was still curled over on the bed, awoke from her slumber to witness the reunion.

"See, Twilight? I told you that he'd make it," said a tired Angie. The Doctor and Twilight broke their hug before the Doctor sat down next to the bed.

"I cannot begin to tell you how happy I am to see you, Doctor," said Twilight.

"The feeling is mutual," the Doctor replied.

"Where's Princess Celestia?"  
"She's seen better days but I think she'll be fine. She's recovering from her battle with Esmeralda in a private healing chamber."

"At least she's okay. What about you?" The Doctor stretched his forelegs and gave a soft groan.

"Nothing too major. Just a few bruises, cuts, and burns. Nothing that won't heal with time. What about you?"

"About the same."

"Well, I'm still glad that you're okay."

"Have you found out anything about Derpy and Donna?" The Doctor shook his head sadly.

"I haven't." Twilight laid her head back down on the pillow.

"I hope they're okay," she said.

"Me too, Twilight," the Doctor added. "Me too."


	2. Welcome to Gustus Amoris

Chapter 1: Welcome to Gustus Amoris

_**Entrance Courtyard, Gustus Amoris, the Changeling Empire, Gaia, Summer, 56 C.E.**_

The sky had begun to fill with a lighter color as Derpy, Donna, Flarewing, and Bass walked through the front gates of the city. Erik the dragon had hidden himself away in the hills.

"Where are the guards?" Derpy asked. Donna looked around for any sign of changeling soldiers. The pegasus was right. There were no guards to be seen.

"You'd think a city like this would have better security," said Donna.

"All of the good guards are fighting in the war. There's hardly any left," Bass replied.

"So there _are_ some left?" Derpy asked.

"Yeah...like that one!" Donna yelped as Bass pushed her and Derpy into a nearby alley. Flarewing followed with haste. Bass poked his head around the corner and Donna followed suit. A changeling guard dressed in thick armor was making his way down the street. It appeared that he had not seen them.

"This way," Flarewing whispered. Donna, Derpy, and Bass followed Flarewing down the alleyway before the guard could reach their hiding spot. Walking through Gustus Amoris felt like walking through a town in medieval times. The smells ranged from bland to horrid and everything seemed to be cloaked in a dull shroud of black, brown, orange, and gray.

"Are we heading to the castle now?" Donna asked.

"Not yet," Bass replied. "We best wait until sunrise to send you in there. Trust me, you wouldn't like wandering around that castle at nighttime. We're taking you two to our hideout for the time being."

"This should be interesting," said Derpy with a giggle. Donna looked up at the Changeling Castle. It certainly looked threatening in the light of early morning. She gulped before continuing to follow the two changelings down the dirty street.

_**Bass's Hideout, Gustus Amoris, the Changeling Empire, Gaia, Summer, 56 C.E.**_

Bass was quick to open the door to let Derpy, Donna, and Flarewing into the hideout. The wretched smells of the city instantly faded away as they entered. The hideout smelled of flowers and fresh food, which caused Donna's, Derpy's, and Flarewing's stomachs to rumble a bit.

"Hungry, I see," chuckled Bass.

"Bass?" asked a wheezy voice from within the hideout. "Is that you?"

"Of course it's me, Kell! And I've brought a surprise for you!" A changeling wearing an odd pirate's hat emerged from the darkness. A smile appeared on the changeling's face as his eyes fell on Flarewing.

"Flarewing!" cried Kell the changeling as he rushed forward and gave Flarewing a big hug. Several more changelings suddenly emerged to greet Flarewing. Derpy and Donna couldn't help but smile at Flarewing's joy of being reunited with his friends.

"I wonder how Twilight and the Doctor are doing," Derpy said to Donna suddenly. Donna looked down at Derpy.

"I bet they're fine," Donna replied with a smile.

"Bass...what's a pegasus and a...er...what _is_ that?" asked a changeling named Trix.

"These are our guests. Treat them with respect. I rescued them from Esmeralda's camp along with Flarewing. The pegasus's name is Derpy. This other creature is known as a human and her name is Donna. Donna is the key to our success."

"How?" asked Kell.

"Humans come from another dimension from ours," Flarewing explained. "Anypony remember that shield cast around Esmeralda's castle?" Donna watched as the changelings began putting the pieces together.

"Are you saying that she can get in?!" asked a female changeling named Ilia.

"It's worth a try and she's willing to try it," Bass replied. The changelings turned to Donna and Donna gave an awkward nod. "We send her out at dawn." The changelings nodded before returning to their talking and eating.

"Nervous?" Derpy whispered to Donna.

"Nah!" Donna replied. Derpy raised an eyebrow in disbelief. "Okay...maybe a little. I mean, I don't even know what I'm looking for."

"Her weakness, of course," said Flarewing with a snarky tone as he approached them.

"I know that but what _is_ her weakness?" Flarewing beckoned Donna to lean in close and she did so.

"Her weakness is said to be located in a room in the heart of the castle. The room has an iron door with the Changeling Empire seal on it."

"Changeling Empire seal?"

"That." Flarewing pointed towards a flag that consisted of a green heart with red flames circling around it. "Anyway, if the rumors are true, I wouldn't doubt _that_ was her weakness."

"What is?"

"Esmeralda is a cruel creature with dark and deadly powers. I think it's only fitting that there was no heart inside her."

"Wait a moment. Are you saying-"

"Yes. Esmeralda's greatest weakness is her own heart, torn straight out of her body." Donna looked at Flarewing with a dumbfounded expression. She could tell that he took pleasure in seeing the shocked look on her face. "Dawn will be upon us quickly, Donna Noble. You should eat something before you head into the castle." Flarewing then walked off to talk to his friends and catch up with them.

"Derpy," said Donna.

"Yeah?" asked the gray pegasus.

"I think I'm starting to get a bit more nervous."

_**Outer Wall, Canterlot, Equestria, Gaia, Summer, 56 C.E.**_

The Doctor looked out upon the landscape of Equestria. Everything seemed so quiet and peaceful. He could make out the remains of the Equestrian camp far below. So far, there had been no signs of any changelings.

"What are you doing?" asked a familiar voice. The Doctor looked to see Twilight and Angie walking towards him.

"Just looking," he replied.

"At what?" Angie asked.

"Nothing really. Just the countryside." The Doctor proceeded to turn back towards the countryside. "Are you two feeling better."

"Physically, yes. Mentally...meh," Twilight replied. The Doctor gave a quick chuckle.

"Same here," he said.

"Do you have a plan on what to do next, Doctor?" The Doctor sighed before turning back to Twilight and Angie.

"I'm trying to, but there's so little to work with. The only thing I can think of right now is prepare ourselves for the changelings' next move and go from there. Everything's out of order right now."

"This whole situation confuses me."

"How so, Twilight?"

"Well, firstly, there's the fact that our army was completely surprised by this attack. Secondly, why did the changelings go through two years of fighting before attempting this? Thirdly, why was it so easy to perform said attack anyway?!"

"Good questions, Twilight. Subconsciously, I think I've been wondering the same things."

"Doctor, we need to speak with you," said a commanding voice. The Doctor turned around to see a group of stallions in ruined armor. He recognized them as some of the generals who had attended the dinner in Celestia's tent. "If it doesn't trouble you, we need to speak with you...alone." The Doctor looked at Twilight and Angie before turning back to the generals and nodding.

_**Brink Street, Canterlot, Equestria, Gaia, Summer, 56 C.E.**_

The generals led the Doctor down into a side street a little ways from where he had been talking with Twilight and Angie. There was nopony else there aside from the Doctor and the generals.

"My name is Alec. I am the Captain of the Royal Guard as well as the Head General," stated a stallion with a white coat, black mane, and cutie mark consisting of a golden helmet.

"Pleasure to meet you officially. I believe I saw you at dinner yesterday evening," said the Doctor.

"Yes."

"Okay then. What business do you wish to speak with me about?"

"Our business with you involves the Princess."

"What about the Princess? Is she okay?"

"Do not worry. She is recovering smoothly from last night's skirmish. However, she is not ready to get back into the line of fire like the rest of us." Alec turned towards his fellow generals before turning back to face the Doctor. "I went and spoke with Celestia a little while ago to discuss who would be in charge of the army while she recovers. She told me that normally I would be the next in line...however...now she has somepony else in mind to take her spot while she recovers."

"Let me guess. It's me, isn't it?"

"Yes. It's apparent that the Princess trusts you greatly. She has spoke many a time about your skills when it comes to dark times such as this. And if the Princess trusts in you then I shall as well." The Doctor was silent for a moment. He thought about whether he even wanted to be in charge of the army, even if it was temporary. However, he felt that he could at least help them prepare for the changelings' inevitable return.

"I accept," he said. Alec and his fellow generals proceeded to give the Doctor a series of quick bows.

"What are your orders, sir?" asked another one of the generals.

"Put this city in lockdown. Use as many protective spells that you can conjure, get all civilians to safety, and prepare all weapons in your arsenal. The changelings _will_ return and I feel that they'll be much harder to drive away this time."

"You heard what he said!" ordered Alec. "Move out! Move out!" The generals nodded before running out to give the orders to their soldiers. The Doctor and Alec gave each other polite nods before heading their separate ways. The Doctor began heading back in the direction of where he left Twilight and Angie. He felt that he would need all the help he could get his hooves on.


	3. The Poisoned Arrow

Chapter 2: The Poisoned Arrow

_**Outer Wall, Canterlot, Equestria, Gaia, Summer, 56 C.E.**_

Twilight and Angie watched in silence as the sky began to turn into a mix of violet and orange. Twilight unintentionally found herself staring at Angie and it didn't take long for Angie to notice this.

"Why are you staring at me?" questioned the earth mare. Twilight shook her head and blushed a bit.

"I'm sorry," she said. "You just _really_ look like a friend of mine."

"I remember you saying that when we first met. Who is this friend of yours?"

"Her name's Applejack. She runs a farm back in the town I live in, Ponyville."

"She _runs a farm_?!" Twilight found herself to be a bit surprised by Angie's statement. She had expected Angie to question more about Ponyville, for the town didn't exist yet.

"Yeah. It's quite successful...for the most part. They've had the occasional struggle."

"Still...it must be wonderful."

"You must really want a farm."

"I do. I have ever since I was a little filly."

"Have you tried to start one before?"

"No. I never had the chance. My family's seen a lot of bad times and the war with the changelings started just as I was beginning to make a living. These past few years have been miserable in Equestria due to those changelings. The main reason I went to work for the army's chef was to get a little bit more pay. But, even then, it wasn't enough and, just to put the nails in the coffin, I had to put up with sexual harassment as well." Twilight thought back to the soldiers that had attacked Angie and felt sorry for the earth mare.

"I bet you'll get your farm one day."

"I want to believe that, Twilight...but now...maybe all I'm meant to be is an unimportant mare." Twilight wanted to say something but found herself cut off by the Doctor's sudden return.

"Girls!" he said as he ran up to them.

"So, what did the generals want to talk to you about?" Angie asked.

"Oh, nothing much. Celestia's just selected me to be in charge of the entire Equestrian army until she heals from her injuries."

"Is _that_ all?" asked Twilight.

"Yes. Which means that you're my second-in-command, Ms. Sparkle."

"Me?!"

"Yes, you. Now, I've instructed the soldiers to prepare themselves and to cast as many protective enchantments around the city as possible." Suddenly, a series of magical beams shot up into the sky and began forming a massive, protective dome around the city.

"I can help with that," said Twilight.

"Are you talking about the spell you used during the Ponyville invasion?" the Doctor asked.

"The very same."

"But you're still healing from your wounds and this spell will weaken you greatly!"

"I've been practicing the use of this spell in my free time. Sure, it takes up a lot of magical energy but it shouldn't weaken me as much." Before the Doctor could argue anymore, Twilight aimed her horn up towards the forming dome. A beam of purple, magical energy shot out of her horn and began merging with the dome. Within seconds, the city of Canterlot was completely shielded by the magical barrier. Twilight let out an relieving gasp as the casting of the spell completed. The lavender unicorn stumbled around for a couple seconds before taking a few, quick breathes and shaking her head.

"There!" she exclaimed. "Everything's fine!"

"Are you sure?" the Doctor asked.

"I won't be able to cast incredibly powerful spells for a bit but I'll be fine."

"Excellent."

"So what do we do now?" Angie asked.

"We wait," the Doctor replied. "We wait and stay prepared. Esmeralda and the changelings will be on their way shortly. I can feel it."

"And when they _do_ come, we'll be ready," said Twilight. The three ponies then turned to face the countryside of Equestria that seemed to stretch into infinity.

_**Winding Road, Gustus Amoris, the Changeling Empire, Gaia, Summer, 56 C.E.**_

Bass led Donna down the road at a quick and silent pace. The Sun had just begun to raise its head over the horizon and Bass had wasted no time in taking Donna towards the castle. Derpy, Flarewing, and the others had been forced to wait back in the hideout. The less attention they were to draw from normal civilians, the better.

It surprised Donna that anything still lived in Gustus Amoris. For the most part, the changeling capital felt like a ghost town. The only living creatures in the city appeared to be either the occasional soldier, bird, insect, pest, or comatose civilian. It reminded Donna not only of medieval England but also of the pictures of Jewish ghettos that Donna had seen in textbooks during her school years.

The road that Bass led Donna down was a narrow and dirty street that felt more like a downtown alleyway that went on forever. It felt as if they had been sneaking their way through the alleyway for hours. Eventually, they found themselves at their destination.

"There it is, the entrance," Bass whispered. Winding Road fed into a massive plaza that was home to nothing more than a few soldiers and a fountain. Bass swore under his breath as he and Donna noticed the group of guards blocking the entrance pathway that led through the magical barrier and into the castle. The soldiers, however, looked quite bored and uncaring of their current situation. "You're going to need a distraction."

Bass turned to Donna and placed a series of objects in her hands. "What are these?" she asked.

"Knives, lockpicks, a bit of healing solution, rope, just various objects required for breaking into a castle," Bass replied. Donna stashed the objects into her pockets before turning her attention back towards the guards. Bass pulled a bottle out of one of his pockets that Donna identified as an alcoholic substance. "Here's the plan. I'm going to run out into the plaza and pretend to be an angry drunk. This should give the guards some entertainment and distract them long enough for you to sneak through the shield and into the castle."

"What if they see me?"

"Just focus on getting through the shield. Once you're through there, nothing can follow you except for Queen Esmeralda herself, and she's a few hundred miles north of here." Bass turned away from Donna and turned towards the plaza. "You ready?"

"Honestly...no."

"Me neither. That means it's time. Let's go."

_**Central Plaza, Gustus Amoris, the Changeling Empire, Gaia, Summer, 56 C.E.**_

The soldiers standing guard duty were getting tired. They had already been there for five hours and were ready to head home and get some sleep.

"I still don't understand why we have to guard an impenetrable shield," hissed one of the changeling soldiers.

"It's the Queen's orders and I'm going to follow her to the grave!" announced another one of the soldiers.

"I just want something to eat. It's been _far_ too long since we've had any love to feed on," groaned another one of the soldiers.

"Yeah," sighed the first soldier. The changeling soldiers stopped their whining as Bass stumbled into the plaza with his cloak partially off and an alcoholic beverage in his hoof.

"I bet I could wrastle a bear with three hooves tied!" Bass called in a drunken voice. The soldiers laughed as they took notice of the believed drunkard.

"Finally, some entertainment!" exclaimed one of the soldiers as he began approaching Bass. The others shrugged their shoulders and followed suit, leaving the pathway completely open.

Donna couldn't help but chuckle a bit at Bass's drunk act. But now wasn't the time to laugh. Once the soldiers had moved away from the entrance, and were now focusing on teasing and messing with the fake drunkard, Donna began making her way over towards the castle. At first, she moved in slow and quiet steps. She allowed her pace to quicken with each step. Her heart was racing. She couldn't help but keep glancing over at the soldiers every five seconds to make sure that none of them had spotted her yet.

Bass, meanwhile, was trying his best to keep the soldiers entertained. He had to keep them looking at him long enough so that Donna could sneak her way through the shield. However, this was easier said than done for he could tell that some of them were beginning to get the urge to turn back to look at their abandoned post.

_Keep them entertained. Come on, just a few more seconds_, Bass thought to himself. He let out a few more drunk phrases and even allowed the soldiers to push him around a bit. He wished to punch them back but he had to hold back for Donna.

Suddenly, before Bass could do anything, one of the soldiers turned back towards the entrance just in time to see Donna sneaking her way towards it. "What in the name of Esmeralda is _that_ thing?!" asked the soldier as he pointed at Donna. Donna realized that she had been spotted and found herself freezing in place.

"I don't know," stated one of the soldiers as he unsheathed his sword. "But it's sneaking its way towards the castle and the Queen told us to kill _anything_ that tries to break into the-" The soldier found himself cut short as Bass lunged forward and knocked him out with the handle of a sword he had kept hidden in his cloak until now.

"It's a trick!" exclaimed one of the guards. A couple of the guards surrounded Bass while a few began running towards Donna. Bass jumped over one of the soldiers and stepped in front of the soldiers heading for Donna.

Bass stunned one of the soldiers with his sword before turning back to Donna and yelling, "Run, Donna! You're almost there! I've got these idiots!" Bass then turned back towards the soldiers and swung his sword madly at them. The soldiers fought back vigorously. Donna managed to snap herself out of her fear-induced shock and continue her way towards the castle, this time as fast as her legs could carry her. One of the changeling soldiers pulled out a bow and fired a few poisoned arrows at Donna. Donna dodged the projectiles. She was only a couple seconds of running away from the entrance but this short distance seemed like a mile to Donna. Her heart pounded, her muscles screamed, and her breaths were hoarse and quick. The changeling with the bow flapped his wings and took into the air. Bass tried to go after the flying changeling but found himself surrounded once again. This time, however, he couldn't jump his way out in time to save Donna. Donna was on her own.

Donna pushed her muscles to the limit and ran as fast as she could. The changeling pulled out an arrow that emanated green and purple colors. Donna wasn't keen on finding out what effects the arrow had on its victims. The changeling took aim and fired. The arrow seemed to fly at almost the speed of a bullet and was catching up to Donna fast. The border of the green shield was only a couple feet ahead of Donna. Donna took a leap of faith and dived for the magical barrier. As she flew through that small space of air, time seemed to slow down. An endless stream of thoughts flowed through Donna's head.

_What if this doesn't work? What if I don't get through? What if I fail and die here at the hands of these changelings! What if I fail the Doctor?_ Donna thought. A wave of cold rushed over her body as she passed through the boundary. Just as her legs phased through, Donna felt a stinging pain in her lower right leg. Donna hit the stone pathway hard. The impact gave her a few bruises but nothing too major. Donna instantly located the source of the pain in her leg. A small puncture wound was in her leg and a little stream of blood was flowing out of it. The wound was no bigger than the head of a pen. Donna then found herself looking at the barrier. On the other side of the barrier, the changeling's arrow had fallen to the ground. A small blotch of blood now covered its tip. Donna could feel her heart race as she realized that the arrow had just managed to hit her as she had passed through the barrier. She could tell that the arrow was poisoned and she began to grow afraid at the possibility that there was now poison in her body, even with the cut being incredibly small.

Donna looked passed the arrow and the changeling archer, who was now kicking himself for allowing Donna to get through the shield, and saw that Bass was still fighting the soldiers. She didn't want to abandon the kind changeling, but she had to get into the castle. Donna picked herself off the ground and made her way towards the castle. She gulped as she approached the massive, black structure. It didn't look any less intimidating in the morning light than it had during the night. Donna watched as the torches in the castle all seemed to magically turn off as the Sun finally pulled its entire body over the horizon. Donna felt another sting of pain in her leg and a quick wave of nausea washed over her.

"Oh God, please don't tell me that I'm poisoned," Donna pleaded out loud as a couple tears of panic rolled down her face. Her mind then quickly flashed back to Derpy, the Doctor, and Twilight. She had to help her friends. Donna then took a deep breath as she opened the door before her and entered the Changeling Castle.


	4. Castle of the Changelings

Chapter 3: Castle of the Changelings

_**Central Plaza, Gustus Amoris, the Changeling Empire, Gaia, Summer, 56 C.E.**_

Bass was pleased to see that Donna had managed to enter the castle in one piece. However, he was quickly finding himself surrounded by the guards, despite them being fairly easy opponents to beat.

_Time to take my exit_, Bass thought as he reached into his cloak and pulled out small smoke bombs. He tossed the bombs on the ground and they proceeded to explode in a massive cloud of darkness. As the changeling guards tried to get their bearings, Bass slipped away down a nearby street. What the good changeling hadn't realized was that one, particular changeling archer had avoided his smoke screen and was now quietly hot on his trail.

_**The Changeling Castle, Gustus Amoris, the Changeling Empire, Gaia, Summer, 56 C.E.**_

A large, damp entrance hall opened up before Donna. A massive chandelier hung from the ceiling and millions of spiders happily moved about their webs on said chandelier. A rustic, dirty smell lingered in the air. It was clear that not many things had moved about in this castle for a long time.

"Queen Esmeralda's in for quite a cleaning job when she gets back," Donna said under her breath as she walked through the entrance hall. The floor was made of marble and each of Donna's steps produced a loud echo that rang out down the connecting hallways. "Bass and Flarewing told me that her weakness is in the heart of the castle and that it should be behind a door with the Changeling Empire's seal on it. Now, if only there were a map of this place." There was another shot of pain in Donna's leg but she ignored it as she marched on.

She eventually decided to go down the central corridor. The corridor was lined with old paintings and burnt out torches. The corpses of starved rodents and deceased insects covered the floor. Old leaves and dust covered the furniture and old creaks and groans emanated through the castle. This was the first time in a while where Donna truly felt alone. As she walked down the dank corridor, she thought back to her comfy home in London and wondered what Shaun was up to. She rounded a bend and came face-to-face with a large staircase. Before climbing the steps, she checked and made sure they were stable and not rotted. Thankfully, the stairs were metal but they seemed to be hanging from the ceiling by a series of pillars constructed out of hardened, green mucus or something along the lines of mucus.

Another corridor awaited Donna at the top of the steps but this one was slightly different. While the walls of the lower corridor were made of black stone, the walls of the upper corridor were made of gray stone that held pieces of diamond in them. Small torches burning with white fire hung from the ceiling but were still several feet above the ground, thus causing the corridor to be illuminated in a shadowy, gray light that melded with the gray stones and diamonds perfectly. The castle still seemed intimidating to Donna but she couldn't help but acknowledge that the castle had its own sense of beauty to it. She could only wonder what the castle looked like during its prime and if it had looked even better before Esmeralda took over.

At the end of the corridor was another staircase. This one stretched up much higher but, like the previous staircase, was still constructed of metal and was hung from the ceiling by pillars of green mucus. The staircase led Donna to a short, fat corridor filled with suits of changeling armor and red carpets covered in mold and dust. Beams of sunlight shone in through holes in the stone walls. A simple, wooden door awaited Donna at the end of the corridor.

Donna was pleased to find herself outside after passing through the door. Outside the door was a simple courtyard containing various plants and two fountains. Both fountains were spilling out water though one was spilling out pink water while the other was spilling out green water. Splotches of black could be seen in both sets of water. The stone pathway of the courtyard was cracked and vines creeped through said cracks. It amazed Donna how quickly nature could begin reclaiming an abandoned complex.

"Esmeralda should have probably cast a cleaning and maintaining spell as well," Donna chuckled. Suddenly, Donna heard something. Throughout the duration of her visit so far, everything in the castle had been pretty quiet. Now, Donna could hear a soft growling reverberating from nearby. She was no longer alone. Donna turned around to face a window that was situated in the wall opposite to where she was standing. Donna felt her heart stop. Standing on the other side of the window was a dark creature constructed practically out of black fire. Its eyes burned with white fire and red fire poured from its mouth. The creature looked to be in the shape of a pony/changeling hybrid. The creature let out a piercing scream before smashing the window. Donna didn't wait around for the creature to catch up to her. She broke into a run and sped through the next door.

After passing through the door, she slammed it shut and barricaded it with a nearby desk. As the fiery creature proceeded to attack the door, Donna continued down the bleak corridor before her.

_**Bass's Hideout, Gustus Amoris, the Changeling Empire, Gaia, Summer, 56 C.E.**_

Derpy and Flarewing were sitting silently with the others when Bass returned.

"Did she get in?" Flarewing asked.

"Yes," Bass replied. There was a chorus of relieved sighs in the room. "Although...she got nicked by one of the archers."

"Is she okay?!" asked a worried Derpy.

"She was fine from where I saw her. I can't say that I know anymore of her current condition now as she's probably well into the castle by this point."

"Let's just hope she's able to find Esmeralda's weakness before the beast finds her," said Kell.

"Beast?! What beast?!" asked Derpy.

"That's just a rumor, Kell. Stop scaring the pegasus!" snapped Trix.

"Don't be too positive about that," stated Flarewing. "Nopony's been in that castle for two years. Who knows what lurks in those walls aside from rats, spiders, and Esmeralda's weakness?"

"Let's all just stop worrying and rest for a bit," said Bass. Derpy sighed as she sat down to sip on a glass of water. Everypony was beginning to become calm again when a strange smell began wafting through the air.

"Anypony else smell that?" Derpy asked. The others began sniffing the air and nodded in response.

"What is that?" asked Trix.

"It smells like something's burning," said Kell.

"Burning?" asked Flarewing. Suddenly, everypony froze in their place for a few seconds.

"EVERYPONY GET OUT!" cried Bass. Derpy screamed as the ceiling suddenly caved in, sending a wave of flames rolling towards her and the others. Derpy shielded her face and braced herself for the oncoming pain of fire. However, the pain never came. Derpy moved her forelegs aside and looked in awe as Flarewing stood in the center of the room, absorbing the flames into his body.

"Bass!" Flarewing snapped. "Get Derpy and the others out of here! I've got the fire!" Bass nodded as he grabbed onto Derpy and began leading her and the others through a back exit. Smoke began to fill the destroyed hideout but Flarewing was able to clear the smoke with his abilities. "Now...let's see who started this." Flarewing flew up into the burning second floor. He looked out the nearby window to see none other than a changeling archer looking up at his work. Flarewing's heart stopped as he put the pieces together. The archer must have followed Bass back to the hideout after he helped Donna sneak into the castle. "That sneaky bastard." A cold smile appeared on Flarewing's face. "Let's give him the shock of his life."

Flarewing took in a deep breath and allowed the nearby flames to surround him. Within seconds, the changeling was surrounded in an aura of fire. A few seconds later, the changeling archer found himself scared out of his wits as a burning, angry changeling flew down towards him with a desire for blood.

_**The Changeling Castle, Gustus Amoris, the Changeling Empire, Gaia, Summer, 56 C.E.**_

Another pain shot up Donna's leg as she ran down the corridor. The screams of the fiery creature echoed through the air. Donna didn't dare look back. All she thought about was getting away from the creature as fast as humanly possible. She had just round a second bend when she heard the loud sound of exploding wood. The creature had broken through the door and now it was in hot pursuit of her. Donna knew the creature would catch up to her eventually. She had to find a way to lose it. She came to an intersection between two corridors and took a sudden right turn. She then took another bend that ended in a dead end that consisted of a simple, iron door. Donna ran to the door and pulled it open.

A large bedroom was situated on the other side of the door. However, Donna wasn't focused on examining the room. She grabbed some nearby chairs and placed them against the door. "Please don't find me," Donna whispered under her breath as she backed away from the door. She sat down against the wall opposite to where the door was and fell silent. She listened carefully as the fiery creature screamed and smashed its way down the corridors. It was searching for her. It wanted blood. Donna softened her breathing and became as silent as she could manage. A few more shots of pain coursed through her leg. Donna was beginning to grow anxious of the pains. If there _was_ a type of poison in her, there had to be a way to stop the pain and/or at least slow down the effects of said poison. Then Donna remembered the collection of items that Bass had given her. She instantly reached into one of her pockets and pulled out a vial of healing solution. It was sapphire blue and gave off a dim shimmer of light. Donna uncapped the vial and took a quick swig of the solution. It tasted like a mixture of sweet fruits. A refreshing, cool feeling spread throughout Donna's body and honed in around the cut in her leg. "That should take care of that for now." Donna placed the cap back on the vial and stored it back in her pocket.

Suddenly, something strong slammed against the iron bedroom door. Donna ushered all of her willpower into preventing herself from screaming.

_How the hell did it find me?!_ Donna thought as the fiery creature screamed and slammed against the iron door. Donna looked for any other exit out of the room but there was none. She was trapped. Donna's heart raced as the creature continued to smash its body against the door. Donna was so frozen with fear that she couldn't find any words to say. Then, the door burst off its hinges and fell to the floor. Donna shook in terror as the beast of black fire entered the room. It stared at Donna with its white eyes and licked its fiery lips with its red fire tongue.

"Not now," Donna cried. "I can't die now." Donna placed her hands in front of her face and backed up against the wall as the fiery creature walked towards her and prepared for the kill.

_**Outer Wall, Canterlot, Equestria, Gaia, Summer, 56 C.E.**_

"Doctor," said Angie. "You're going to want to see this."

The Doctor, Twilight, and Angie had just finished making their rounds and making sure that all of the Equestrian soldiers were prepared. Now, the three ponies were looking over the outer wall and watching as a swarm of angry changelings flew towards the last safe haven of Equestria. Esmeralda was in the lead. Golden sparks fell from her body and a powerful, green aura surrounded her as she flew.

"They'll be here in only a few minutes," said Twilight. The Doctor let out a sigh.

"And so it begins," he uttered.


	5. Haven Under Fire

Chapter 4: Haven Under Fire

_**Outer Wall, Canterlot, Equestria, Gaia, Summer, 56 C.E.**_

The Doctor, Twilight, and Angie continued to watch as the changelings grew closer and closer to the shielded Canterlot.

"Do you think the shields will hold up?" Angie asked.

"They should. For how long, nopony is sure," Twilight replied. "Changelings have a different kind of magic than that of ponies. It's usually hard to predict the outcomes."

The Doctor looked out towards the oncoming changelings. He noticed the Esmeralda appeared to be flying in their direction. "Twilight. Angie. Go check up with the generals and their soldiers," the Doctor ordered.

"What about you?" Twilight asked.

"I believe I have to discuss a few things with the Queen of the Changelings." Twilight and Angie nodded before beginning to walk away.

"Be careful," they said in unison.

"I'll try my best." Out of the corner of his eye, the Doctor watched Twilight and Angie disappear down a nearby street. He then turned his full attention to the approaching Changeling Queen.

The border of the magical barrier was a couple feet from the outer wall, so whoever was on the outside of the barrier was at least in earshot of whoever was at the outer wall and vice versa. Esmeralda beckoned her soldiers to stop. The soldiers did as they were told and Esmeralda proceeded to glide over to the exterior of the magical boundary. The Doctor took a deep breath and put on a stern look as he approached the edge of the wall. He and Esmeralda then exchanged a series of raw glares. Esmeralda was the first to speak. "So, it's _you_ again," Esmeralda hissed.

"Yes it is," the Doctor replied. "Sorry, but I don't believe we were _properly_ introduced to each other the last time we met."

"Stop playing dumb. You know who I am and I know who you are, _Doctor_."

The Doctor smiled and gave an amused chuckle. "Of course. However, you only know my name as that's what you heard Princess Celestia call me. You aren't aware what I can be fully capable of...and yet I'm able to deduce what _you_ are capable of."

"I think I know what you're capable of, Doctor. You have a little, metal device at your side that is able to pull of a series of random tricks. Interesting, but not impressive."

"Oh, my Sonic Screwdriver and I have _many_ more abilities up our sleeves. If we're playing _guess our opponent's abilities_ then I guess it's my turn." The Doctor scratched his chin and tilted his head as he examined the changeling before him. "Based on what I've seen of you, my guess is that you have abilities different from that of the average changeling. A sign of this is, for one, seen in the fact that you don't have holes in your body like average changelings. Also, I've seen examples of your abilities as in what you did to that Equestrian soldier. You appear to have abilities that correlate with the body: limbs, organs, blood, and such. Am I correct?"

A wicked smile appeared on Esmeralda's face. "Very clever, Doctor. You appear to be much more intelligent than what I originally gave you credit for."

"It's best not to underestimate your enemies, Esmeralda."

"And now you're just stealing advice from your dear princess. Speaking of Celestia, where is she right now?"

The Doctor froze for a moment. He couldn't _dare_ give Esmeralda the satisfaction of knowing that Celestia was still healing from her wounds. "She's busy organization her army. The reason I'm here is because she has too many duties at hoof at the moment to worry about negotiating with you."

Esmeralda's smile grew wider. "Or, maybe, she's still healing from our battle?"

"Whatever Celestia's up to at the moment has nothing to do with anything at the current moment. We're here to negotiate the status of this pointless war. Plain and simple."

"Oh, on the contrary, Doctor. This war is _not_ pointless. This war represents the ending of the tyrannical rule of the ponies and the beginning of an age of peace under the changelings."

"That's a lie if I've ever heard one. I've seen what your species has done so far. You want nothing but bloodshed and suffering."

"Only to those who have in turn caused _us_ to suffer! Our species has tried long and hard to find peace! But we have _always_ been turned down!"

"If you wanted to get on good terms with other species, invading a country and causing a two-year onslaught of bloodshed isn't a way to earn brownie points."

A cold laugh emanated from Esmeralda's lips. "Well, you know what they say: if you can't join them, kill them."

"I don't think anypony says that."

"_I do_."

The Doctor let out a loud sigh before continuing to glare angrily at the queen. "I gave you a choice last night, Esmeralda. I gave you the choice to leave this country in peace. You refused and thus both of our armies suffered greatly. Even now, no matter what you or I can say, both of our armies are in absolutely _terrible_ shape. If we battle here, it will most certainly be the end for us all. So, I'll give you one last chance, Queen of the Changelings. Head back to where you came from and leave Equestrian in peace, or stay and fight till there's nothing left to fight for. If you leave now, we can both continue to live on in peace within our own countries. However, if you choose to stay, it will not be pretty. And, no matter what the outcome this battle provides, you will _never_ obtain what you want, Esmeralda. This battle will be the end of you. If you lose, you die. If you win, _I_ will find you. No matter where you go, no matter what you do, I _will_ find you and I _will_ stop you from continuing this reign of terror. These Equestrians are very important to me; and I will defend them to my last breath...or, in the worst case scenario, avenge their deaths. So, Queen Esmeralda, what do you choose?"

The Changeling Queen was silent for a moment. Everything was caught in a moment of tense silence. The Doctor could feel his heart beats increase and decrease rapidly. The changeling soldiers anxiously awaited their queen's orders. Finally, Esmeralda turned to the Doctor with a dark look in her eyes. "I will kill you all," she snarled. She then turned back to her soldiers. "ATTACK!"

The Doctor shook his head as the changelings began to charge and stab at the magical barrier. "I am sorry that this is the fate you have chosen. We could have gone on without this. Oh well," the Doctor sighed as he turned his back on the queen. Without another word, he ran off down a nearby street to help ready the soldiers.

_**The Changeling Castle, Gustus Amoris, the Changeling Empire, Gaia, Summer, 56 C.E.**_

Donna shuttered as the warm breath of the beast pressed against her body. She was backed up against the wall with nowhere to go. This was it. She was going to die in this horrible castle, so very far from home.

"I'm sorry, Doctor," she said under her breath. Donna closed her eyes as the creature lunged for her. Upon instinct, she pushed harder into the wall and, surprisingly, she felt the wall disappear from behind her. Donna screamed as she fell back through a hole in the wall and found herself sliding down a slide made out of stone and covered in slippery, non-stick, green mucus. The slide spun around several times and Donna nearly lost her lunch a couple times. She kept looking back, expecting to see the beast sliding after her, but saw nothing following her.

Finally, after two minutes of sliding, Donna found herself falling through a hole in the wall and onto a surprisingly clean carpet. She sat up just in time to see the hole in the wall that she had come from disappear. "Well, that was convenient," Donna coughed as she stood up. As she stood up, she quickly took note of the change in atmosphere.

The place she had landed in was very different from the other parts of the castle she had visited. The corridor she was standing in looked very taken care of. The walls were painted in a refreshing mint green and the carpet was in a smooth lime green. The air felt and smelled fresh and new and all of the furniture looked dusted and polished. There was no doubt that something was living in this part of the castle. The change in atmosphere was nice, but this didn't help calm Donna's nerves. The fiery beast was still out there somewhere and now she had stumbled across confirmation that there was yet _something else_ in the castle with her.

Donna carefully made her way down the corridor. Warm sunlight shone through the clean windows and gave an even more comforting feel to the area. Pictures of prairies, mountains, and flowers hung from the walls and every other table had a fresh collection of roses as well as other flowers that gave off delicious smells. "Am I even in the same castle?" Donna asked herself as she walked along the silky carpet. She rounded a bend and froze in place. At the end of the corridor was a massive door that had a green heart surrounded by red flames painted on it. "This is it." Donna reached into her pocket and pulled out a knife that Bass had given her. She had to be ready for anything.

Donna could hear her heart pounding as she approached the door. The intense silence of the area didn't help calm her down. Seconds seemed to draw on like hours and each step felt like a run through a lake of melted chocolate. Finally, Donna found herself at the door. She gulped hard as she grasped the door handle and yanked the door open. "Oh. My. God," Donna said in disbelief as she peered into the room beyond the door.

_**Back Road, Gustus Amoris, the Changeling Empire, Gaia, Summer, 56 C.E.**_

Derpy, Bass, and the others watched as their old hideout burnt to the ground. Flarewing joined them a moment later with a few flames still circling his body.

"About time you showed up," Bass said.

"Sorry. I had to deal with the soldier that destroyed our home. He must have followed you from the plaza," Flarewing stated.

Bass sighed deeply. "Then the fault is mine. After all of these years of paranoia, I should have thought to make sure that nopony was following me."

"It's no use blaming yourself. What's done is done," Derpy stated.

"She's right. All we can do now is find another place to hide until everything blows over," Flarewing added.

"Where do we go from here?" Bass asked.

"I think there's an old bakery we can hide out in for a while," Kell replied.

"It's not much but at least it's something. But the remaining soldiers in the city will be on high alert for us now. No doubt they're going to inspect why that building was burnt down."

"Then let's get away as quickly as we can," stated Flarewing. Derpy and Bass nodded. The pegasus and the changelings then slipped into the shadows to make their way towards their next temporary home.

_**Royal Hospital, Canterlot, Equestria, Gaia, Summer, 56 C.E.**_

"With all due respect, your majesty, you still need to recover," pleaded one of the nurses.

"My citizens need me. I...I can't lie around while my city is attacked!" snapped Princess Celestia. The princess was lying in a large hospital bed and was surrounded by a group of nurse mares.

"Having doubts in my abilities, your majesty?" asked the Doctor as he entered the room.

"No. Of course not, Doctor. I just-"

"I understand what you're feeling. You're feeling guilty about being stuck in here while the enemy attacks. However, it would not be wise for you to go and fight in this current state."

Celestia sighed. "I know."

"You've obviously already gotten a taste of Esmeralda's powers. I don't reckon you could handle another dosage at the moment."

"No...I couldn't."

"Trust me, your majesty. I will not let your country fall."

Celestia smiled as she looked up at the Doctor. "I know. You've already kept your promise."

"Hmm?"

"Nevermind. Let's just say that I have complete faith in your abilities to help save my country." Just then, Alec the general entered the room alongside Twilight and Angie.

"Sir," he said as he approached the Doctor. "The shields are holding up well but the changelings are beginning to apply large amounts of their magic into their attacks. I can predict that it is only a matter of time before they are able to penetrate the shields."

"Are the soldiers ready?" the Doctor asked.

"Yes."

"Excellent. What about the civilians?"

"We're having a bit of trouble rounding all of them up and getting them to safe locations."

"Probably because they're terrified out of their wits from stallions in armor pushing them around," said Twilight.

"She's got a point. You need a friendly face there as well," the Doctor added.

"I'll do it," Angie said as she stepped forward. "Twilight, I think you should remain with the Doctor for a while. I can go with General Alec and help escort the civilians to safe locations."

"That might actually help. Thank you, Angie. Alec, take Angie and go help the civilians."

"Yes sir!" said Alec. Angie and Alec then quickly left the room. Twilight couldn't help but look over at Princess Celestia.

"How's the Princess doing?" Twilight asked.

"Better," the Doctor replied. "But she's still in no shape to do any fighting." The Doctor then turned to look at Twilight. "How's your magic doing?"

"I've recovered mostly from casting the shield but there are still a few spells that I'll have problems with for a bit."

The Doctor began making his way over to the door. "Follow me then. We best prepare ourselves for the battle."

"Right!" Twilight walked over to the Doctor as he pulled out his Sonic Screwdriver. "You sure we can take them on?"

"Of course! Don't doubt my abilities, Ms. Sparkle. Besides, the two of us together are a force to be reckoned with! Those changelings won't know what hit them!"

Twilight smiled at the Doctor as she followed him out of the hospital.


	6. Esmeralda's Greatest Weakness

Chapter 5: Esmeralda's Greatest Weakness

_**The Changeling Castle, Gustus Amoris, the Changeling Empire, Gaia, Summer, 56 C.E.**_

Donna exhaled deeply as she stepped into the room before her. Of all the things Donna had expected to come across in this castle, what she saw before her was not on the list. The room that Donna was now in was a nursery. Large, stuffed animals littered the floor, the air smelled like a mix of baby powder and flowers, and beautiful rays of sunlight fell in through the several clean windows.

"Well, I wasn't expecting this," Donna said as she stepped forward. The floor of the nursery was covered in a soft, white carpet and a nearby table was covered in a mixture of sugary items. Donna froze as she heard the sound of cooing from nearby. She turned towards one of the windows to see none other than a cradle standing next to it. The cradle was fairly large and was shaking a bit. Donna lowered the knife as she approached the side of the cradle. She looked in and couldn't help but smile. Sitting on its hind legs in the cradle was a young, male changeling. He didn't look to be little more than two years old. He had wide, green eyes that sparkled in the sunlight and an adorable expression on his face that could reduce anybody's or anypony's heart to lovable mush. The young changeling tilted his head as he examined Donna, who probably looked like some sort of alien from his point of you. He then gave a cute laugh that made Donna chuckle a bit. "Who knew changelings could look so cute as babies?" Donna reached down into the cradle and patted the changeling's head with her free hand. As she pulled her hand away, she noticed that there was a spot in the changeling's chest that was bright red. "I wonder what that's about."

Suddenly, the sound of smashing plates emanated from behind Donna. "NNNOOO!" shrieked a frightened, female voice. Donna turned around to see, what appeared to be, a changeling maid standing a few feet away from her. A metal tray and the remnants of a broken bowl were lying at her hooves. Donna suddenly realized how bad this must have looked: her standing over a baby's cradle with a knife in one of her hands.

"No, no, no!" Donna said as she turned from the maid to the knife to the baby. "This isn't what it-"

"I DON'T CARE WHAT ESMERALDA HAS DONE! HE'S INNOCENT! I _WON'T_ LET YOU HURT HIM!" The changeling maid rushed towards Donna at an incredible speed. Donna dodged the attack and jumped to the side. She didn't want to use the knife to defend herself from the maid; not with an infant watching.

"I'm not trying to-" The maid wasn't listening. She simply let out another yell before charging at Donna. Donna broke into a run to avoid the maid's attacks. Donna knew she was in trouble now. It was obvious that this maid had a strong, motherly bond with the baby changeling; and Mama's going to do _anything_ to protect her child. Donna turned back to the maid and willingly dropped the knife on the ground. "See?! No knife! I come in-" The maid still wasn't listening. Donna dodged another attack but quickly found herself backed up against a wall.

_Time to see if there's anything I can use to get her to stop attacking me_, Donna thought as she reached into her pocket. She pulled out a random item that Bass had given her. It was a small, green sack with the words _Sleeping Gas Bomb_ printed on it. With a quick shrug of her shoulders, Donna tossed the bomb at the maid's hooves. The bomb exploded in a cloud of green gas that encircled the maid. The maid coughed wildly for a few seconds before falling to the ground and entering a deep sleep. "Thank you, Bass," Donna said with a sigh as she reached into her pocket and pulled out a rope.

_**Canterlot Castle Gates, Canterlot, Equestria, Gaia, Summer, 56 C.E.**_

Angie and Alec observed as the soldiers helped escort the civilians to safety. They would be taking refuge in the vast dungeons of Canterlot Castle.

"You proved to be quite helpful," Alec said. "The soldiers of Canterlot owe you much gratitude."

"Thank you," said Angie. "Could you have your soldiers do one thing for me, though?"

"And that would be?"

"Could you have them stop terrorizing mares? I've heard enough of soldiers abusing their power."

"I'll look into it."

"You better."

"You're quite a no-nonsense pony, aren't ya?"

"Nah. I'm just a mare who's been through a lot lately."

"I think we all have." Just then, the earth beneath the city shook violently.

"What the hay was that?!" asked Angie. A wave of green washed over the magical shield.

"They're breaking through!" gasped Alec. The general turned his attention to the soldiers and the civilians. "GET INSIDE QUICKLY! THEY'RE COMING!" The civilians picked up their pace and rushed through the gates. Angie turned up towards the sky and watched as the changelings sent another wave of green over the shield.

_**The Changeling Castle, Gustus Amoris, the Changeling Empire, Gaia, Summer, 56 C.E.**_

Donna was busy feeding the baby changeling a bottle of milk when the maid awakened. The maid looked at Donna and tried to attack her but quickly found out that she was tied up.

"Thank God for that rope," said Donna as she turned her attention away from the baby and sat down a few feet from the changeling maid. "Listen to me. I'm not here to hurt the baby."

"You're here to find Queen Esmeralda's greatest weakness, aren't you?!" snapped the changeling.

Donna wasn't entirely sure if she should tell the maid the truth, but she decided to do it anyway. "Yes. I am."

"Then you _are_ here to hurt him!" Donna looked back at the baby and then back at the maid.

"Wait a minute, wait a minute, wait a minute. Are you saying that Esmeralda's greatest weakness is..._that baby_?!"

The maid stopped struggling. "You mean you didn't know?"

"No! The only clues I've heard is that it's behind a door with the Changeling Empire's seal on it and that it's possibly her own heart."

A sad smile suddenly appeared on the maid's face. "Why do you think that baby's her weakness, anyway?" Donna's eyes widened as she stood up and walked back to the cradle. Her eyes focused in on the glowing, red spot in the baby's chest.

"No way." Donna looked at the maid. "You're kidding!"

"That's the only reason he's alive," the maid explained. "Esmeralda killed his brother...and his father."

"What? Why?" Donna asked.

"Esmeralda only wants one heir to her throne. She didn't want there to be any sibling rivalries."

"Is that baby-"

"Yes. He's Esmeralda's son, the Prince of the Changeling Empire, and my nephew."

"Your...nephew?"

Another sad smile appeared on the maid's face. "My name's Thorne. My brother Adric and I were invited to this castle by Esmeralda over three years ago. At first, we were excited to be invited. However...everything went to hell afterwards. Esmeralda seduced my brother and, once it was confirmed that he had managed to impregnate her, she killed him. When she gave birth, everypony was surprised to find that there was not one baby but two. Like I said earlier, Esmeralda didn't want to deal with sibling rivalries; so, she killed the weakest of the two: Ven. The little one over there was allowed to survive. The reason Esmeralda picked the strongest is because she wanted a host. Cloak has carried a piece of his mother with him ever since the day he was born."

"That's his name?" A smile appeared on Donna's face.

"Yes. Esmeralda chose it. Cloak's the only reason that I'm still alive. Esmeralda didn't want to trouble herself with a baby while she went off to fight the Equestrians so she put me in charge. Even thought he's my nephew, he's-"

"Like a son to you."

"Exactly."

"I came here to find Esmeralda's weakness and help end this war with the Equestrians. Now, things have become a whole lot more complicated."

"You mean...you're not going to kill him?"

"Of course not. I hope it never comes to that. I think the key to this would be removing Esmeralda's heart from Cloak's body. But I can guess that's easier said that done." Thorne smiled up at Donna. "What?"

"I...I guess I should apologize for attacking you. When I saw you, I thought you were some deadly creature sent by the Equestrians or the resistance to kill Cloak. I hope you don't mind me asking, but what are you?"

"I'm a human. My species exists in an alternate universe from this one. That's apparently why I was able to get past the shield that can keep everything in _this_ universe out of this castle." Donna knelt down in front of Thorne and undid her bonds. She then walked over towards Cloak's cradle.

"What are you doing now?" Donna reached into the cradle and picked up Cloak. Cloak cooed as he settled into Donna's arms.

"I'm getting out of this castle."

"But you can't! You can't take Cloak out there! I won't let you take him!"

"Please, Thorne. Let's not fight again. Look, I don't like it either but I feel that Cloak is the key to defeating Esmeralda. I can tell that you're not fond of her or this war. Wouldn't you like it all to end?"

"Yes, of course! But-"

"I promise that I'll try to find a way to defeat Esmeralda without putting Cloak's life at risk, but right now this is our best chance at defeating Esmeralda! Please, Thorne. Lots of ponies and good changelings are suffering from this war. It needs to end!"

Thorne was silent for a moment. "Fine...but I'm coming with you."

"Fair enough." Donna and Thorne began to make their way out of the nursery when Donna froze in her tracks. "Wait a moment. What about that fire monster upstairs?" she asked.

"Fire monster? Oh, right. Don't worry. I'll take care of it," Thorne replied. Thorne walked over to a nearby wall and pulled a previously hidden lever. A piece of the wall then moved aside, revealing a hidden staircase. As Donna began to climb the staircase with Cloak in her arms, a familiar pain shot up her leg.

_**Canterlot Castle, Canterlot, Equestria, Gaia, Summer, 56 C.E.**_

The Doctor and Twilight watched from the battlements as the magical shield began to dissolve into a stream of green smoke.

"Here they come," said Twilight as she readied her horn.

"Get ready," said the Doctor as he readied his Sonic Screwdriver.


	7. Of Spells, Cliches, Apples, and Bakeries

Chapter 6: Of Spells, Clichés, Apples, and Bakeries

_**Canterlot Castle, Canterlot, Equestria, Gaia, Summer, 56 C.E.**_

"Here we go!" cheered one of the changeling soldiers as they passed through the dying shield and flew towards the Equestrian capital below. The first changelings to enter the city were met with an instant barrage of spells, arrows, and a variety of other weapons and objects.

"SHOW NO MERCY!" shouted one of the generals as a series of fireballs were shot into the air. The Doctor and Twilight stood their ground as a group of changelings flew towards them. Twilight pointed her horn at them and fired a simple blast of magical energy. The Doctor then pointed the Sonic Screwdriver at the magical attack which caused it to split into a stream of magical bullets. The changeling soldiers screamed as the magical bullets smashed into their bodies and burned their skin. A few of the weaker soldiers fell towards the ground below while the stronger soldiers recovered and continued with the attack.

"Don't back down!" ordered the Doctor.

"Not planning on it," said Twilight. "I think this would be a good time to try a spell I've been working on!" Suddenly, a blue ball of magic shot out of Twilight's horn. The blue ball expanded into what looked like a transparent shield made of jello. The magical shield smashed into the changelings and wrapped around them like a web of taffy. The changelings screamed as a wave of electricity surged through the shield and into their bodies. After the electric pulses had stopped, the shield disappeared and the unconscious changelings followed their fellow fallen soldiers to the ground below.

"Wow. That was impressive," the Doctor complimented.

"Thank you," said Twilight with a wide smirk. The Doctor's eyes widened as a flash of green abruptly appeared behind Twilight.

"GET DOWN!" The Doctor grabbed onto Twilight and pulled her away just as an explosion of green fire erupted behind her. Rock, metal, and dust flew into the air and the cheers of changelings could be heard as a few sections of the battlements fell apart. Twilight coughed as she and the Doctor stood up.

"Thanks for that," she said.

"Don't mention it," the Doctor replied. They turned towards the sky to see more changelings flying towards them.

"This is going to be a long day."

"No doubt about that, Ms. Sparkle."

_**The Changeling Castle, Gustus Amoris, the Changeling Empire, Gaia, Summer, 56 C.E.**_

Donna and Thorne carefully made their way up the staircase. The scent of must and rot returned to the air and Donna let out a few coughs in response.

"Has the castle really fallen into this much disrepair already?" Thorne asked as she examined the area around her.

"Trust me, this isn't the worst of it," said Donna. Donna could feel her heart race as she began to think back to the fiery creature. "So, tell me, what exactly is that fire monster that's lurking around here?"

"It's not a monster. It's a curse."

"What do you mean by that?"

"The fire monster is just a magical guardian created by the dark unicorn that helped Esmeralda place this shield around the castle. It's not alive. It's just a spell."

"Well it's a damn effective spell at that."

Thorne chuckled in response to Donna's comment. "Yes."

"So how exactly are you going to take care of this monster?"

"You'll see." Donna couldn't help but feel uneasy as she and Thorne reached the top of the stairs. The stairway opened into a small room filled with a few old bookcases. Donna looked for any way out of the room but there were no exits. The only way out that Donna could identify was a nearby window but it was covered with thick, iron bars on both the inside and the outside. Cloak gave a cute yawn and Donna patted his head.

"Please tell me you know a way out of here," said Donna as she turned to Thorne. Thorne smiled at Donna and gave a quick nod. Donna watched as Thorne made her way over to a nearby bookcase. She moved her hoof along the line of books until she came across a fairly thin, blue book. She then gave the book a slight pull and the bookcase moved aside to show a thin tunnel. "A secret passage behind a bookcase? I guess clichés stay the same no matter which universe you find yourself in." Thorne entered the secret passage and Donna followed.

_**Abandoned Bakery, Gustus Amoris, the Changeling Empire, Gaia, Summer, 56 C.E.**_

Flarewing pulled the door open and everypony slipped inside as quickly as they could. Flarewing made sure to shut the door tightly and quietly before following the others into the depths of the old pastry shop. Derpy didn't take kindly to their new hideout but she figured that something was better than nothing. The air was filled with clouds of dust and the corpses of starved vermin and insects littered the floor. The dust and dirt on the floor was thick and Derpy had the urge to go into a coughing fit several times over as she walked through the main eating area.

"Lovely place," said Bass sarcastically.

"Yeah, just lovely," Derpy sighed. Derpy walked over to a nearby window and stared outside towards the empty street that ran past the bakery. She could see a few run-down homes and a rotted tavern across the street. Derpy suddenly thought back to her friends and worried for their safety. She wondered of the Doctor's and Twilight's current situations and thought about what Donna was doing in the Changeling Castle.

"You okay?" asked a tired voice. Derpy jumped a bit and turned around. Flarewing was standing there. "Sorry. Did I startle you?"

"A bit," Derpy replied.

"Worrying about your friends?"

Derpy gave a deep sigh. "Yeah. I wish I could know if they were okay or not. Not knowing anything is just...aggravating."

"I know how that feels, trust me on that one." Just then, a large shadow was cast over the window. Flarewing grabbed Derpy and pulled her to the floor.

"Everypony down!" hissed Bass. Everypony did as they were told. Derpy looked up at the shadow in the window. She could hear voices and hoofsteps outside.

"Keep searching!" ordered a grunt voice. "They're around here somewhere!" Derpy and the others remained silent as the shadow slowly disappeared and the voices and hoofsteps faded away.

Flarewing stood up and glanced out the window. "I think it's safe now," he said. Everybody exhaled deeply as they stood up and sat down in the chairs scattered throughout the old bakery. Derpy's heart was pounding a bit and her breathing had become quick and hoarse. "I knew they'd be searching for us."

"Do you think they'll find us?" Derpy asked.

"Eventually, yes. Let's just hope that Donna's able to get out of the castle before they end up coming across us."

"Wait a second. Donna doesn't know about the old hideout being burned down! How is she going to get back to us?"

"I have a feeling that we'll know when Donna gets out of the castle; and when that happens just leave everything to me."

_**Canterlot Castle Gates, Canterlot, Equestria, Gaia, Summer, 56 C.E.**_

Angie took cover as the changelings began their attack. She lost sight of General Alec but didn't care. The line of civilians had either disappeared into the depths of the castle or dispersed into the surrounding buildings. Angie ended up finding a hiding place within a cluster of thick, tall bushes. As the sounds of the battle raged around her, she began to think of how cowardly she was acting. She was hiding away in a bunch of bushes and not doing a damn thing to help anypony else. But, what could she do? She wasn't a soldier, she wasn't particularly good with a weapon, she couldn't perform magic like a unicorn, she couldn't fly like a pegasus. She was just an ordinary farmmare. Suddenly, Angie heard a loud scream that seemed to come from just a few feet away from where she was hiding. She then heard something large hit the ground and several objects bounce around. Angie tilted her head in curiosity as a group of apples rolled through the leaves of the bushes and into the area in which she was hiding.

"Apples?" Angie asked in a whisper.

"Leave me alone!" pleaded a weak voice. Angie peered through the leaves of the bushes and saw a group of changelings bearing down on a young filly who didn't even have her cutie mark yet. "Mommy!"

"Mommy's not here," cackled one of the changelings as he pulled out a large knife and licked it.

"What shall we do with this one?" asked another one of the soldiers.

"Children are worthless. It's best to just kill her." A rage began to build up inside Angie as the changelings bore down on the filly. She wanted to attack them, but she had no weapons. It was then that her attention was drawn to a nearby object: a toppled apple cart. Angie figured that was what she had heard fall a few seconds earlier. A large mound of apples had spilled out of the cart. Angie looked at the mound of apples and an idea formed in her head. She snuck out of the bushes and over towards the cart. She then quickly took a load of apples in her hooves and turned towards the changeling soldiers. Without any last hesitations, she threw three apples as the soldiers. One apple smacked a changeling in the back of the head and rendered him unconscious, one apple hit a changeling in the face, and another apple hit a changeling in the gut.

The apparent leader of the group of changelings turned in Angie's direction. "What the-" He was met with two apples to the face.

"Get that pony!" ordered another one of the soldiers. The remaining changelings charged at Angie. For some reason, Angie didn't feel afraid. A newfound bravery was coursing through every inch of her body. Suddenly, all that mattered to Angie was keeping those changelings from hurting anypony else. The next few seconds were like a blur to Angie as she threw the apples at the changelings and got successful hits almost every time she attacked. Several of the changelings were rendered unconscious while a few gave up and flew off to find anypony else to attack. By the end of it all, Angie was standing by the Canterlot Castle gates with apples in her forelegs and a group of unconscious changelings around her.

"You...saved me," said the filly who had previously been terrorized by the changelings. Angie turned towards the filly.

"Get inside before others come back!" Angie ordered.

A wide smile appeared on the filly's face that caused Angie's heart to melt. "Thank you." The filly then turned around and ran through the castle doors. When the filly was gone, Angie turned her attention back to the mound of apples.

"Of all the things I thought I'd use as a weapon, a collection of apples was not one of my first choices," Angie said with a chuckle. "But I guess they'll do for now." Angie's ears shot up as several more screams rang out around her. "And it looks like I might still need some."


	8. Escape from the Changeling Castle

Chapter 7: Escape from the Changeling Castle

_**The Changeling Castle, Gustus Amoris, the Changeling Empire, Gaia, Summer, 56 C.E.**_

A larger, darker corridor was waiting for Donna, Thorne, and Cloak as they exited the thin passageway. There were no windows and hardly any torches were lit. The walls dripped with dirty water and the scent of rot lingered in the air. Donna coughed a bit as she accidentally inhaled a few particles of dust. Thorne turned left and right and scratched her head a bit.

"You _do_ know your way out of here, don't you?" asked Donna nervously.

"I think we go to the left," Thorne replied.

"You _think_?"

"I've spent the last two years or so cooped up in that nursery with Cloak with little to no company aside from the magically appearing supplies and the occasional visit from the fire beast. Forgive me if my memory of the layout of this castle is a bit foggy." Thorne fell silent for a few seconds. "Yes, I do believe that we go left."

"If we end up falling into some sort of death trap then I'm blaming you."

* * *

The corridor seemed to stretch on for almost forever. It would have been pitch black in the corridor if it weren't for the occasional, dim torch hanging from the moist wall. Donna gave an abrupt yelp as another shot of pain rode up her leg.

"Are you okay?" Thorne asked.

"It's fine," Donna replied quickly. Cloak let out a cute yawn that gave Donna the urge to squee. Just then, they finally came across the end of the corridor, which ended in a rotted, wooden door. On the other side of the door was a large chamber filled with long tables and hundreds of chairs and sitting cushions. Donna assumed that this had been a functional dining hall at some point. The dining chamber was a bit brighter as beams of sunlight were piercing through holes in the opposite wall, which was home to a large entrance door. Donna and Thorne quickly made their way across the dining hall and over to the entrance door.

"If I'm correct, this should at least lead us outside," Thorne deduced as she reached for the door handle and tugged.

Donna was blinded for a brief moment as warm sunlight poured in through the now open doorway. Thorne was the first through the door. Donna followed quickly and was sure to cover Cloak's eyes so he wouldn't get immediately blinded by the outside light. Donna was surprised to find herself standing on an outside balcony that looked over a huge portion of the castle. They were at least twenty floors up. "Huh. I didn't know I was _this_ far up," said Donna with an impressed smirk.

"Come! This way!" beckoned Thorne. Donna noticed that the balcony connected to an exterior walkway that seemed to weave its way amongst the towers and walls of the castle. "Hurry!"

Donna obeyed Thorne's orders and followed her along the pathway. They walked in silence for several minutes. Donna was pleased to see that they were progressively making their way further and further down. "This should eventually end somewhere close to the front entrance of the castle," said Thorne.

"That's good. I'm starting to get tired of this castle," Donna sighed.

"Heh. No more tired than I am. I'm willing to bet that."

Donna laughed but stopped when an unexpected chill went up her spine. She didn't know why, but she suddenly felt that she was in incredible danger, even more so than what she previously had been. What happened next was so sudden and unexpected that Donna could barely comprehend what was happening.

The section of wall next to Donna burst open. Chunks of rock and wood flew past Donna and fell down towards the ground, which was still a great ways down. The fire beast emerged from the new hole in the wall and jumped at Donna. It was too fast for Donna to react. Thorne screamed in anger and horror as the beast collided with Donna and pulled her, as well as Cloak, over the edge of the exterior walkway. The magical, fiery skin of the monster burned Donna's skin. She kicked the beast away from her as she free fell towards the hard and cold ground beneath her. She tightened her grip on the now crying Cloak, as if her body would act as a good enough shield to protect the infant from the oncoming impact. Donna could feel the ground coming up fast. The fire creature was free falling next to her, clawing and reaching for her as if to do anymore damage than it had already done. Donna looked up to see a black blur flying towards her. She was so deep into shock by this point that it was impossible to identify anything around her. The only thing keeping her holding onto Cloak was some involuntary maternal instinct that was present inside her. Suddenly, something grabbed onto Donna, the free fall came to a quick stop, and an explosion of black fire erupted underneath Donna. Deducing that she had been saved, a strong wave of relief began to overcome the streams of adrenaline pumping through her veins. Her eyes then rolled up into her head and she blacked out.

_**Canterlot Castle, Canterlot, Equestria, Gaia, Summer, 56 C.E.**_

The Doctor and Twilight ran down the castle corridor as a swarm of changelings flew after them. Twilight took out a few with a series of random spells while the Doctor used the Sonic Screwdriver to create a few various hazards for them throughout the corridor such as exploding segments of wall and electrified furniture. "This Screwdriver is starting to annoy me a bit. There are so many new features on it and yet it seems almost impossible to figure out. Why must magic and science become extraordinarily complicated when they meet?" the Doctor inquired as he ran.

"I don't think this is the right time to be thinking about that, Doctor," said Twilight.

A changeling threw a spear at the Doctor and the Doctor ducked just in time to prevent the spear from taking his head off. "Maybe you're right, Ms. Sparkle."

"_MAYBE_?!" The Doctor and Twilight looked ahead as a group of unicorn guards randomly teleported into the corridor. "We could use some help if you don't mind!" The soldiers listened to Twilight's plea and charged at the changelings. The changelings froze in place as they were met with several more streams of offensive spells. The changelings retaliated with their own spells and weapons but stood no match against the vicious ferocity of the unicorn soldiers.

"It's strange," the Doctor stated suddenly.

"What is?" Twilight asked.

"Esmeralda has just seemed to have up and disappeared."

"She's probably in another part of the city."

"It doesn't make sense. Any leader of an attack would head to the heart of a city: the castle. So why is she not here? What other major thing is there to attack in this city?"

The duo was silent for a moment. Suddenly, a terrible idea popped into their heads. They turned to each other and said in unison, "THE HOSPITAL! THE PRINCESS!"

"But how could she have known she was there?!" Twilight asked.

"Common sense! Where else would you keep the injured, even the royal injured?" the Doctor replied. "We should get there right away!"

"_I_ will. You're currently still in charge under Celestia's orders so you have to say here and guard the castle." The Doctor was about to say something but Twilight stopped him. "I'll be careful. Don't worry. _You_ be careful as well." There was a quick flash of light and Twilight was gone.

"She didn't even give me a chance to say anything," the Doctor sighed.

"Die pony filth!" screamed a changeling as it flew at the Doctor with a spear in hoof. The Doctor turned around and quickly slapped the changeling across the face with the Sonic Screwdriver. The changeling groaned as he lost the grip on his spear, which fell next to his hooves. "Ow! What hit me?!"

"That was my Sonic Screwdriver." The Doctor pointed the Screwdriver at the changeling's spear which proceeded to melt and glue the changeling's hooves to the floor.

"What the-" The Doctor smacked the Screwdriver across the changeling's face again, knocking him unconscious.

"Hmm...I think my Screwdriver's starting to become a bit heavier." Another group of changelings suddenly began to run towards him. "And I'm starting to feel better about that."

_**Royal Hospital, Canterlot, Equestria, Gaia, Summer, 56 C.E.**_

Princess Celestia was still lying on her hospital bed. She could hear the battle raging around her. She wanted to go out and fight but, even with most of her wounds having healed, she was still feeling extremely tired. Her eyes were closed and all she could hear were the sounds of the nurses talking. Suddenly, Celestia heard the door to the room open and her nurses gasped. Celestia's eyes shot open and she turned towards the door.

"Hello, Celestia," chuckled Esmeralda. The nurses tried to sneak out but Esmeralda trapped them in a mound of green changeling slime. "I think we best finish what we started last night, _your majesty_."

Despite feeling extremely tired, Celestia forced herself out of the bed and faced Esmeralda. "I will not let you hurt anypony else in my country, Esmeralda. This ends here," Celestia snapped.

"Indeed...it does." Esmeralda's eyes glowed bright green and Celestia suddenly found herself unable to move. An unbearable pain began to rocket through her body. Her organs felt like they were melting and her blood boiled as if it were acid. "How does it feel to have your body turn against you? Some say the body does this progressively with age but I can cause the same processes...only with much, _much_ more pain." Celestia didn't want to scream. She didn't want to give Esmeralda the satisfaction of knowing that she was feeling pain. Tears rolled down Celestia's cheeks. She tried to force any spell out of her horn but nothing came forth. Her body was completely under the control of Esmeralda. "Now, let's see what you look like on the inside."

Celestia could feel her insides expanding. She was going to blow up. What would be left of her would have to be cleaned off the walls. She prepared for the ultimate _pop_ when the sound of two hard objects collided rang out through the room. Esmeralda let out an annoyed gasp and all pain in Celestia's body stopped. Celestia fell to the ground and let out a loud groan as her body began to heal from the pain it had just endured. She turned towards Esmeralda to see what had stopped her. Esmeralda was facing away from her now and was looking in the direction of the door. Celestia noticed that an apple was lying next to Esmeralda's hooves. She then turned towards the door. Standing in the doorway was the farmmare known as Angie. Slung over her back was a large sack and held in one of her forelegs was a collection of apples.

_**The Changeling Castle, Gustus Amoris, the Changeling Empire, Gaia, Summer, 56 C.E.**_

Donna awoke when something slapped her across the face. Her eyes shot open and she looked to see Thorne standing over her.

"Finally! You're awake!" Thorne said as she yanked Donna off the ground.

"What happened?" Donna asked weakly.

"You fell a good ten floors. Luckily, I managed to fly down and save you."

"What about Cloak?!" Thorne smiled as she presented the infant changeling in her foreleg. "Oh! He's okay!"

Just then, a serious look appeared on Thorne's face. "Donna, take Cloak and run as fast as you can to the front entrance." Thorne stepped forward and placed Cloak in Donna's arms.

"What's going on?"

"Just run! I'll take care of the beast!"

Donna looked at the ground and noticed that it was horribly burnt. She turned around to see that the area behind her was on fire. The flames were slowly coming together in the form of the fire beast. "What about you?!" Donna asked as she turned back to Thorne. A sad smile appeared on Thorne's face.

"I could never make it out of here. Only you and Cloak can. Esmeralda had this shield made so that nothing in this universe except for her could pass through. You're not from this universe so you can pass through. Cloak has Esmeralda's heart inside him so he'll be able to pass through with you. Me, on the other hoof, am going to have to say here."

"But what about that monster?"

"Esmeralda did at least one nice thing for me and Cloak before leaving us in this castle. She gave me the power to ward this creature away from me and Cloak so that it wouldn't attack us accidentally. However, I will have to keep all of my focus on it to keep it at bay until you make it back through the barrier."

"What happens then?"

"I'll be fine. It's you who needs the worry if I'm not able to keep it at bay long enough. Now run!"

Donna looked back at the fire beast, which was almost done healing, and then turned back to Thorne. "Thank you. I promise that I'll help get you out of here!" Donna said.

"Thank you...er...I don't believe you ever told me your name."

"Donna. Donna Noble."

"Thank you, Donna Noble. Now RUN!"

Donna didn't hesitate to start. Even though she was now on ground level, the front entrance was still a little ways from where she was standing. She tightened her grip on Cloak and took off towards the front entrance. As she made her way towards the pathway the stretched between the front door and the edge of the barrier. She could hear the roar of the fire creature behind her, which was followed by Thorne ordering, "STOP!" Donna didn't stop or look back. She just kept running. The entrance pathway grew closer and closer. Every now and then, Donna would hear the monster yell and it was followed by another order from Thorne. Donna had just reached the pathway, and was only a few seconds of running away from the barrier, when she heard the fire beast let out a frightening shriek. She then heard Thorne yell, "NO! STOP! I COMMAND YOU! LEAVE THEM!" Donna couldn't resist. She looked back and saw the fire beast rushing towards her at speeds that would make a Japanese bullet train make a run for its money. Donna's heart pounded as she ran as fast as she could towards the barrier. Cloak didn't seem to take in the full seriousness of the situation as he simply cooed and smiled up at the frightened Donna. Donna couldn't help but smirk on the inside at the irony of the situation. She had run for her life to get into the castle and now she was running for her life to get out of it.

"Fitting," Donna thought aloud as she reached for the barrier. She could feel the fire beast bearing down on her. Her back was growing hot and the air around her smelled of ash and soot. She could feel the fire beast's breath running down her neck as she jumped for the barrier. A fiery claw reached for her leg as she phased through the barrier with Cloak in hand. Donna hit the ground hard but cushioned Cloak. She pushed the new pains aside and forced herself to quickly stand up. She turned around to see the fire beast clawing at the barrier and yelling at her. Donna could see Thorne standing off in the distance. The nice changeling waved goodbye before disappearing back into the castle. Donna couldn't help but feel sorry for her. "I'm going to help you Thorne." Donna looked down at the cooing Cloak. "And that's a promise." She then turned around and looked towards the northern horizon. A battle was waiting for her in the north. "Doctor. Twilight. I'm coming." The fire beast continue to scream loudly and angrily as Donna took off to reunite with Derpy, Flarewing, Bass, and the others.


	9. Help Comes with a Dragon

Chapter 8: Help Comes with a Dragon

_**Abandoned Bakery, Gustus Amoris, the Changeling Empire, Gaia, Summer, 56 C.E.**_

Derpy sat up as a series of loud roars echoed through the air. She ran to the window and looked around for any sign of the source of the roars.

"Where's it coming from?!" Derpy asked.

"I think I know," Flarewing said suddenly. He extended his wings and made his way over to the door. "Back in a moment." Derpy watched and Flarewing passed through the door and took to the skies.

* * *

Several tense moments of silence passed as Derpy, Bass, and the others waited for Flarewing's return. Derpy didn't budge from the window. She wanted to know what was happening. She needed to know what was happening. Derpy's eyes widened in anticipation as she finally caught sight of Flarewing running along the street in front of the bakery; and he wasn't alone.

"Donna!" Derpy exclaimed happily as the red-headed woman walked into the bakery with Flarewing right behind her. Derpy rushed forward and wrapped her forelegs around Donna. "You're okay!"

"Of course, I'm all right. Now, not trying to be rude or anything but could you _please_ let me breathe again?" Donna replied. Derpy giggled with embarrassment as she released her hold of Donna. It was here that everypony in the room noticed what Donna had in her arms.

"Did you find it? Did you find Esmeralda's greatest weakness?" Bass asked as he examined the bundle of cloth being held in Donna's arms.

"Yeah; and, Flarewing, you were right about it being her heart...only it's a bit more than that." Donna opened the cloths a bit to reveal the infant Cloak to the others.

"An infant?" Flarewing asked.

"Not just any infant. This is Cloak, Esmeralda's only child," Donna stated. A few gasps echoed through the room.

Flarewing stepped forward and pointed at the red spot on Cloak's chest. "Is that-"

"Yeah. That's where her heart is."

One of the changelings, who was named Tywin, suddenly unsheathed a knife and made his way over to Donna and Cloak. "Good. Then let's finish this!" he snarled.

"No! We can't hurt Cloak! I promised Thorne!"

"Thorne?" Derpy asked.

"She's Cloak's aunt and the one who's been taking care of him in the castle for the past two years. She's still there. I promised her that I would find a way to defeat Esmeralda without hurting Cloak."

"But how are we to remove the heart? This is very dark magic," stated Bass.

"This is Esmeralda's magic," said Flarewing.

Donna stepped away from the armed Tywin. "Please. I think there's a way that we can use Cloak to help defeat Esmeralda without hurting Cloak. Please," Donna pleaded. Tywin was silent for a moment but eventually rolled his eyes and stored the knife away. "Thank you. Now lets-" Donna unexpectedly felt a wave of nausea roll over her. Everything became blurry and her legs began to feel like jello.

"Donna?" Derpy asked.

"I...don't feel...so good," Donna groaned as she fell to the floor. She managed to fall onto her back, preventing Cloak from getting hurt from the fall.

"DONNA!" Derpy cried as she and the others ran to her side. Flarewing picked up Cloak to keep him safe. "Donna? What's happened?"

Bass turned towards Donna's leg and quickly found the minor wound she had obtained earlier. "She's been cut by a poisoned arrow," stated Bass as he pointed at the cut, which was now starting to glow a bright mixture of green and purple.

"We've got to help her!"

"I would...but I don't have the antidote! I had a box full of potions, antidotes, and poisons but I believe it was destroyed in the fire."

"No, it wasn't," said Kell. Kell disappeared into a back room for a moment before reappearing with a medium-sized, black box. "I managed to grab it before we escaped the fire. I assumed that it would probably come in handy."

"Oh! Thank you, Kell!" Bass ran over to the box and flipped it open. Over a hundred vials of various, multicolored liquids were located in the box. Bass eventually found a solution that was a mixture of blue and red colors and grabbed it. Donna was beginning to shake and a strange foam was dripping from her mouth. Bass quickly opened the vial and poured a few drops into Donna's mouth. It took a few seconds for the antidote to take effect. Slowly, Donna stopped shaking and the foam disappeared. Color returned to her skin and a relaxed smile appeared on her face. "You need not worry, Derpy. She'll be fine."

"Thank you!" Derpy said happily as she hugged Donna.

"She's quite a strong one, that Donna. She was able to hold off the major effects of the poison for quite some time through what appears to be a mixture of willpower and some minor healing solution. She's lucky that we had the antidote. My guess is that she probably wouldn't have lasted five more minutes without it," Bass explained. Donna sat up and groaned slightly.

"That...was not fun," she said with a sigh.

"I bet it wasn't," Flarewing stated with a chuckle. Donna stood up and Flarewing handed the cooing Cloak to her. "We best get to the north now. I have a feeling that the Equestrians definitely need our help in dealing with Esmeralda."

"We have to get up there quickly!" Derpy said as she suddenly rushed over to the door. "Everypony needs us!"

"But it took several hours for that dragon to fly us from Equestria to here and I can guess that it'll take several hours to get back," Donna said. "And I have a feeling that everybody...er...sorry...everypony up there could really use our help right now." Suddenly, a smile appeared on Bass's face. "What are you smiling about?"

"I think I have a way to get us to Equestria within a much shorter time span," Bass replied. He turned towards the box of potions and pulled out a vial containing an orange liquid.

"What's that?" Derpy asked.

"Something that'll help Erik get us to Equestria in record time. It's called Velocita Potus."

"And what does it do?" Donna asked.

"Simple," Bass replied with a grin. "It's a speed booster."

_**Royal Hospital, Canterlot, Equestria, Gaia, Summer, 56 C.E.**_

Angie gripped the apples in her foreleg tightly as the Queen of the Changelings stared at her. Angie had managed to see the queen make her way into the hospital and had quickly deduced that she had come there for the Princess. At first, running in and throwing an apple at the queen in order to save Princess Celestia had sounded simple enough. Now that Angie was standing there with apples at the ready and Queen Esmeralda staring her down, it was a _completely_ different story. Angie tried her best to make herself look as brave as possible before the Queen of the Changelings.

"I will not let you harm the Princess!" Angie snapped. An amused smile appeared on Esmeralda's face.

"How cute," Esmeralda chuckled as her eyes began to glow. "You really expected to defeat me with-" Esmeralda grunted as she was met with an apple to the face, thus breaking her concentration on Angie. "Ha. Very cute, my little-" Another apple smacked her in the face. "I say, you're starting to test-" She was met with another apple. "Your efforts are-" Angie tossed another apple and it was another direct hit. "You're starting to _really_ get on my-" Another apple. "I'm am getting tired-" Another apple. "Will. You. Knock. It-" Another apple. "OFF?!" Another apple.

Angie was beginning to worry as she had expected this number if apples to at least render Esmeralda slightly unconscious. Still, she continued to try and make herself look as tough as possible. "I..I will keep this up until you step away from the Princess!" Angie snapped. An evil look appeared on Esmeralda's face and her eyes glowed bright green.

"Careful, child!" Celestia warned. "She has dark magic that will-" Celestia suddenly found herself unable to move her mouth.

"That will be _enough_ from you, Celestia," snapped Esmeralda. The Changeling Queen then turned her attention back to Angie. "Now, I shall take care of-" She was once again met with an apple to the face. "I. Have. Had. ENOUGH!" Green fire burst from Esmeralda's eyes and Angie yelped as her entire body instantly felt as if it were on fire. "YOU SHALL DIE AN INCREDIBLY SLOW AND PAINFUL DEATH YOU INCREDIBLY USELESS SACK OF CRAP!" Cuts began forming all over Angie's body and her organs felt like they were about to either explode or be crushed into dust. Everything began to fade to black. She was going into shock. Just as she felt the claws of death begin to wrap around her, a flash of purple light illuminated the room for a few seconds.

"ANGIE!" cried Twilight Sparkle as she teleported into the room. Twilight quickly observed the scene before her: a weakened Celestia lying in her bed while Esmeralda used her dark powers to torture Angie. Twilight aimed her horn at Esmeralda and fired a stream of random spells. Esmeralda yelled angrily as a ball of fire, a ball of ice, and a ball of magical energy collided with her body. Angie let out a loud gasp as her body was freed from Esmeralda's magical grasp.

"YOU STUPID PONIES! DIE! ALL OF YOU, JUST DIE!" screamed Esmeralda as she rushed at Twilight. Twilight shot a beam of purple magic out of her horn, which was met with a beam of green magic from Esmeralda.

Twilight could feel an incredible amount of pain rushing through her body. She could feel Esmeralda's dark magic trying to work its way inside of her. But she wouldn't allow it. She couldn't allow it. She had to stop Esmeralda. She had to save Equestria. For herself, for Celestia, for Angie, for the Doctor, for Derpy, for Donna, and for everypony else that had yet to come into the world. "I will not let you win, Esmeralda!" Twilight screamed as she began to force Esmeralda's magic away from her and her own magic into Esmeralda. Esmeralda's horn was smoking and her skin was beginning to burn. Finally, Twilight managed to send Esmeralda flying back into the wall. As Esmeralda began to attempt recovering from Twilight's attack, Twilight felt her body grow extremely weak. That last feat of magic had taken a lot out of her.

Esmeralda gave a cruel smile as she noticed Twilight growing weak. "You are weakened, unicorn. Yet, I have plenty of magic to spare. It's time to finish this," snarled the evil queen. Suddenly, the entire hospital shook. In fact, it felt as if the entire city were shaking. A loud roar ripped through the air and the sound resembling that of a volcano erupting pounded against everypony's eardrums.

"What's happening?!" asked a still weakened Angie as she gripped onto a nearby piece of furniture.

"I don't know!" Twilight replied as the sound continued to grow louder.

_**Canterlot Castle, Canterlot, Equestria, Gaia, Summer, 56 C.E.**_

The Doctor made his way to a balcony as the entire city shook around him. Confused changelings and ponies tried to balance themselves on the shaking ground. The Doctor turned towards the south and deduced that the shaking was being created by the fiery, red object hurtling its way towards the city. "What in the stars of Kasterborous?!" the Doctor asked out loud. The object soared across the city wall and towards the castle. Changelings and ponies tried their best to make it out of the object's path. However, the Doctor didn't feel threatened. Something in his gut told him that the object was not something to be feared, but to be welcomed. The object began to slow down as it approached the balcony in which the Doctor was standing upon. The fiery ring disappeared from around the object and the Doctor was surprised to find that the object was actually a large, red dragon. As the Doctor examined the dragon further, he realized that it wasn't alone. Holding onto various parts of the dragon were changelings. At first, the Doctor feared that the dragon was an ally of Esmeralda's. That's what he feared until he noticed two familiar figures riding on the dragon's back: a red-headed human woman and a pegasus mare with a blonde mane and gray coat. "Derpy?! Donna?!"

"Long time, no see. Eh, Doctor?" said Donna with a large smile. Flarewing, Bass, and the other changelings flew from the dragon and headed off to aid the Equestrians, which surprised the other ponies to see that there were changelings fighting on _their_ side. Erik the dragon edged closer to the balcony and let Derpy and Donna slide off.

"How?" asked the Doctor in ecstatic shock. "What?"

"It's a long story," said Derpy as she gave the Doctor a quick hug.

"We can tell him later. Right now we need to find Esmeralda," said Donna.

The Doctor took notice of the infant changeling in Donna's arms. "Donna Noble, may I at least ask why you're holding an infant changeling?" asked the Doctor.

"Because this is the key to us ending this war." Donna took a step closer to the Doctor. "Now where's Esmeralda?"


	10. A War to Forget

Chapter 9: A War to Forget

_**Royal Hospital, Canterlot, Equestria, Gaia, Summer, 56 C.E.**_

Everypony remained silent for a few seconds following the stop of the shaking. The distant sounds of the battle continued on but it was almost as if everything had become muffled from the unexpected event.

"Strange," Twilight uttered. There was an angry scream and Twilight jumped to the left to avoid a magical blast from Esmeralda.

Esmeralda's eyes glowed for a few seconds but then returned to normal. "What?!" Esmeralda gasped.

"Perhaps you're weaker than you thought," Angie stated as she moved over towards Twilight.

"No...what is this?! My power...my energy...it's...fading." The Changeling Queen stumbled around a bit and tried her best to regain her balance. She turned towards Twilight and Angie and glared at them. "No...I will not be defeated by you. I shall not be defeated!" She sent a few more magical blasts at them but the two mares hardly had to move to dodge the weakly-aimed attacks.

"Does anypony else hear that?" Celestia asked as the sound of massive wings flapping could suddenly be heard.

Twilight froze as she heard something heavy land in front of the hospital. "Move!" Twilight ordered as she grabbed onto Angie and pulled her away from the wall. She didn't know why but she suddenly had the urge to get as far away from that particular wall as possible. Not five seconds later, the massive and angry head of a red dragon burst through the wall. Esmeralda backed away from the oncoming dragon while Twilight, Angie, and Celestia just looked up in awe.

"Well this is...unexpected," said Angie. Twilight's eyes widened as she noticed three figures riding on the dragon's back: the Doctor, Derpy, and Donna.

"What?!" Twilight asked. "How?!"

"Long story," Donna replied as she slipped off the back of Erik the dragon, with the bundled Cloak still held in her arms, and made her way over towards Esmeralda. "Hello, _your majesty_. Do you remember me by any chance?"

"Yes," Esmeralda snarled as she took a few steps towards Donna. "You're that..._human_ who escaped in the night. I can only guess that you are utterly stupid for why else would you come back to me?"

"I'm here to end this war. I think you and your armies have overstayed your welcome in this country."

Esmeralda proceeded to give a long and insane laugh. "_You_ think you can end this war? Exactly how do you plan on doing this?"

Donna gave a smirk as she unwrapped the cloths around Cloak and presented the infant to the queen. Esmeralda's eyes widened and her face became pale (or about as pale as a changeling can get). "While I was gone I took a trip to visit your home. I found this little guy there; and I think everypony here would be interested in hearing what you put inside him."

"Give it to me!" Esmeralda lunged at Donna but Donna stepped aside.

"_It_?! That's all you care about, isn't it! You can't even feel one ounce of love for your own son!"

"_Son_?!" gasped the Doctor, Twilight, and Angie.

"Then again, I guess that isn't surprising as you've already killed your other son," Donna snapped.

A cold, angry smile appeared on Esmeralda's face. "There's no way to get it out, you know. Only I can remove it. Your only method to defeating me would be killing young Cloak," Esmeralda teased. Donna lowered her face a bit. "And you're not willing to do that!"

"Listen to yourself. You're talking about your son, your _precious single heir_, as if he's a tool to be used!"

"That's because he is! Why else would I go through the trouble of having a stupid brat! I knew nopony in this world would be cold enough to kill him. An innocent youth was the perfect place to hide my heart!"

"There are others out there who aren't as kind as me who would quickly slay this child if it meant defeating you."

"But _you_ wouldn't dare give Cloak to them, would you? You're too good, like everypony else here." Esmeralda's eyes suddenly began to glow. "In fact, I think I've rested enough to finish what I started." Donna could feel a strong, foreign force grab onto her body. The Doctor, Twilight, Derpy, Celestia, Angie, and Erik also felt this force.

"But...you were weakened!" Twilight gasped.

"Patience is a virtue, unicorn," Esmeralda giggled. Donna was about to scream in agony when, suddenly, the pain went away. Donna looked around and noticed that the others had regained control of their bodies as well. However, something was clearly wrong with Esmeralda. Her eyes were no longer glowing and her body was shaking something fierce. "No...impossible."

Donna followed Esmeralda's gaze and saw that she was staring at Cloak. Cloak's eyes were glowing with green fire and his face was contorted into an angry stare. "Cloak?" Donna asked.

"Mommy...Mommy bad," Cloak cooed. The red spot in Cloak's chest that held his mother's heart began to twist and contort.

"What's happening?" Derpy asked.

The Doctor, who had managed to put the pieces together, shook his head. "Esmeralda should have probably refrained from insulting the very thing that kept her heart safe. Her son is much smarter and stronger than what she probably gave him credit for; and I don't think he's content on keeping his mother's heart safe anymore."

"Mommy bad," Cloak cooed. "Mommy hurt others."

"Please, honey," Esmeralda pleaded in a forced way. "Mommy's sorry. Mommy's sorry."

"No...Mommy not sorry." The red spot in Cloak's chest suddenly broke apart. A red cloud of dust phased through Cloak's chest and fell to the floor around Donna's feet. Esmeralda screamed loudly and harshly before falling to the floor herself. A few seconds later, her body became still and cold. Everypony and Donna was silent for a brief moment. Cloak then looked up at Donna and said, "Mommy gone now. Donna safe now."

Donna could feel herself tearing up a bit as she held Cloak even closer. "Yes. Everypony's safe now," Donna said as she rubbed Cloak on the head.

_**Canterlot Castle, Canterlot, Equestria, Gaia, Summer, 56 C.E.**_

The battle ended not too long after the death of Queen Esmeralda. News of Esmeralda's death spread amongst the changelings quickly. Some continued to fight, a fair amount gave up and flew away to lands unknown, and a large amount surrendered to the Equestrians (the latter helped by the fact that the Equestrians now had a group of skilled changelings and a dragon on their side). The Doctor, his companions, Celestia, and Flarewing and Bass's group met in the throne room of Canterlot Castle to discuss an agreement. Flarewing and Bass became representatives of the Changeling Empire as they happily agreed to the surrender of the changelings as well as the end of the war with Equestria. Flarewing and Bass decided to form a temporary council government for the Changeling Empire until Cloak became of age to take the throne. Several individuals (including the Doctor, Twilight, Derpy, Donna, Angie, and Erik the dragon) received awards from Celestia for taking the actions needed to end the Equestrian-Changeling War. As night fell on post-war Canterlot, the city was filled with celebrations in honor of the Equestrian victory. The Doctor, his companions, Celestia, Erik the dragon, and the new Changeling High Council once again met in the throne room to celebrate.

"I'm glad this is all finally over," Derpy said happily.

"Not entirely," said Bass. "There's going to be a lot of work to help both Equestria and the Changeling Empire recover from this."

"But I bet you'll manage," said Donna. "The Changeling Empire will be great with you and the others in charge."

"Bass, the others, and I are just the reconstruction group," Flarewing said with a laugh. "We'll be here to help the country get back on its hooves and young Cloak will step in to take care of the easy work once he comes of age."

"Ruling a country is never easy," Celestia said sternly. "Believe me. I've had enough experience."

"What are your plans for Equestria now, your majesty?" the Doctor asked.

"A bright future hopefully. I want to finally bring Equestria out of the darkness and create a new era of peace and kindness. Maybe that'll help this land heal and move on from this horrific event."

"Don't worry, your majesty," said Twilight. "I have a feeling that within a few centuries this war will be nothing but a distant memory."

"Well _some_ ponies and changelings need to remember what happened," said Flarewing. "Maybe I'll get somepony to paint a picture or something."

"Focus on getting everything back in order first," said Donna. "Trust me, that castle of yours _seriously_ needs some spring cleaning like five times over."

"We should be able to get back in the castle now that Esmeralda's gone. The shield around the castle was linked to her," Bass explained.

"Good luck with the cleaning then," Flarewing chuckled.

"You're helping too, flame head." The group exchanged a series of chuckles. Twilight noticed that Angie was standing away from the group and staring through a nearby window.

"Got things on your mind?" Twilight asked as she approached her.

"A few. I'm so grateful to the Princess for the award she gave me," Angie replied.

"Well you _did_ save her life and all. Saving the life of royalty can get you places."

"She gave me so much money. It's more than enough to start a farm."

Twilight smiled and placed a hoof on Angie's shoulder. "Congratulations. Your dream's coming true after all."

Angie gave a big smile and a giddy laugh. "I guess it is."

"What are you planning on growing?"

"That's easy." Angie tapped her cutie mark. "Apples."

"I guess I was right about you."

"What's that supposed to mean?"

"Oh nothing. I just have a feeling that you'll have a super special somepony someday."

"Me? With a husband? One step at a time, Twilight Sparkle. Are you expecting me to have children and a long line of descendants too?"

"_Maybe_." The two mares proceeded to laugh as the Moon began to rise high into the night sky.

_**Silent Forest, South of Canterlot, Equestria, Gaia, Summer, 56 C.E.**_

Erik the dragon landed softly next to the Silent Forest the following morning. The Doctor, Twilight, Derpy, and Donna slid off his back. Flarewing, Bass, and the rest of the Changeling High Council remained hanging onto the dragon. Off in the distance, the remnants of the changeling army were marching their way back home.

"Thank you for helping us," said Derpy.

"And thank you too," said Flarewing.

"Life's funny sometimes, isn't it?" Donna asked. "Yesterday you guys were a group of poor rebels. Now you're the leaders of a country."

"Hey. This is one of those things that life throws at you that I can be pleased about," said Bass.

"Make sure to keep those other changelings in line," said the Doctor. "My companions and I have had to deal with ice parasites from other dimensions, rips in the fabric of space and time, angry natives, and vicious queens with bodily powers. I don't think we're all up and ready for another war."

"There's always war waiting over the horizon, Doctor," Flarewing replied. "It doesn't take much for a transition from peace to war to occur and vice versa."

"Don't worry, I know _all too well_ about that."

"Good. That means you're prepared for what's to come then."

"Take care of yourselves," said the Doctor.

"And give Thorne my best," Donna added.

"We will," Flarewing replied before turning towards Donna and Derpy. "Farewell, Donna Noble and Derpy Hooves. It's been a fun ride."

"I hope we meet again someday," said Derpy.

"Don't worry. Interesting creatures like us can't stay apart for long." Donna and Derpy nodded in agreement. "Until we meet again."

"Bye," said Derpy and Donna as Erik took off with the Changeling High Council.

* * *

The Doctor, Twilight, Derpy, and Donna spent the next few minutes walking through the trees. They were all quiet until the Doctor's Sonic Screwdriver began to give off a strange sound. "Ah! Here we are!" the Doctor exclaimed as he pointed the Screwdriver at a patch of air. The TARDIS appeared before them.

"I don't think I've ever been happier to see this blue box in my life," said Twilight as she trudge through the doors of the TARDIS.

"I've had a lot of moments like that," Donna chuckled.

"So, why don't we try this again?" the Doctor asked as he closed the TARDIS doors behind him and Derpy. "Ponyville. Equestria. 1002 C.E."

"Please and thank you," Derpy sighed as she sat down next to the console.

"I just hope Ponyville's in this peaceful era that Celestia was talking about," Donna groaned.

"Don't worry, Donna." said Twilight. "I think you'll like modern day Equestria versus this Equestria."

"And...here we go!" the Doctor said with a smile as he pulled down the nearest lever.

_**Home of Twilight Sparkle, Ponyville, Equestria, Gaia, Winter, 1002 C.E.**_

Spike and Applejack had spent several minutes studying the strange painting in the book. "I think Twilight, the Doctor, and Derpy will have some interesting stories to tell us when they get back," said Spike as he shut the book.

"I reckon you're right, Spike," Applejack added with a nervous grin. Suddenly, there was a knock at the door.

"Who is it?" Spike called.

"Hello? I'm looking for the Doctor!" called a female voice through the door. Spike and Applejack turned to look at each other. Spike raced towards the door and pulled it open. A unicorn mare with a blue coat, a blue and white striped mane, and an hourglass cutie mark stood at the door. "Hello. My name's Colgate. I've heard this is where I can find the Doctor. Is he here? I...I _really_ need his help."

To be continued...


End file.
